Report on Examination of Medica HealthCare Plans, Inc. Coral Gables, Florida as of December 31, 2012
Kevin M. McCarty, Commissioner Florida Office of Insurance Regulation Tallahassee, Florida Dear Sir: In accordance with Section 641.27, Florida Statutes, and the Financial Condition Examiners Handbook of the National Association of Insurance Commissioners, we have completed a financial condition examination of Medica HealthCare Plans, Inc. as of December 31, 2012. Our report on the examination follows. Florida Office of Insurance Regulation February 11, 2014 - i -
Contents Scope of Examination... 1 Company History... 2 Corporate Records... 2 Management and Control... 3 Fidelity Bonds and Other Insurance... 6 Pension, Stock Ownership and Insurance Plans... 6 Territory and Plan of Operation... 7 Company Growth... 7 Reinsurance... 8 Surplus Notes... 8 Statutory Deposits... 8 Financial Statements... 9 Subsequent Events... 14 Conclusion... 15 - ii -
SCOPE OF EXAMINATION We have completed a financial condition examination as of December 31, 2012 of Medica HealthCare Plans, Inc. (the Company ), a Florida health maintenance organization (HMO). The examination covered the period of January 1, 2008 through December 31, 2012 and took place primarily in the Company s Coral Gables, Florida office. Our examination of the Company was one of eighteen coordinated financial condition examinations of companies in the Unitedhealth group by ten participating states. The exams were coordinated by the Texas Department of Insurance. The last financial condition examination of the Company by the Florida Office of Insurance Regulation (the Office ) was as of December 31, 2007. We conducted our examination in accordance with the National Association of Insurance Commissioners (NAIC) Financial Condition Examiners Handbook. The Handbook required that we plan and perform our examination to evaluate the financial condition and identify prospective risks of the Company. It required that we do so by obtaining information about the Company including corporate governance, identifying and assessing inherent risks within the Company, and evaluating system controls and procedures used to mitigate those risks. Our examination included assessing the principles used and significant estimates made by management. It also included evaluating overall financial statement presentation and management s compliance with statutory accounting principles and annual statement instructions when applicable to domestic state regulations. All accounts and activities of the Company were considered in accordance with the risk-focused examination process. - 1 -
COMPANY HISTORY The Company was incorporated in Florida on June 19, 2003. It was licensed by the Office as a Medicare Plus Choice provider-sponsored organization on September 2, 2004 and as an HMO on April 30, 2012. The Company was authorized by the State of Florida to operate as an HMO in accordance with Part I of Chapter 641, Florida Statutes (F.S.). It was acquired by a subsidiary of UnitedHealth Group Incorporated (UHG) on April 30, 2012. Dividends and Capital Contributions The Company distributed stockholder dividends in the amounts of $2,000,000 and $5,000,000 in years 2009 and 2010, respectively. It received contributions to its capital in the amounts of $23,985, $3,585, $13,780, and $13,116,635 in years 2008, 2009, 2010, and 2012, respectively. CORPORATE RECORDS We reviewed the minutes of the Company s stockholder and board of directors meetings. The Board s approval of Company transactions, including the authorization of investments as required by Section 641.35(7), F.S., was recorded in the meeting minutes. - 2 -
MANAGEMENT AND CONTROL The Company was wholly owned by United HealthCare Services, Inc. (UHS) which was wholly owned by UHG, a diversified managed health care company with headquarters in Minnetonka, Minnesota. UHG s common stock traded on the New York Stock Exchange. The Company was affiliated through common ownership and control with numerous other entities including the Florida domiciled HMOs Citrus Health Care, Inc., Medica Health Plans of Florida, Inc. (MHPFL), Neighborhood Health Partnership, Inc., Preferred Care Partners, Inc., and UnitedHealthcare of Florida, Inc. Its senior officers, directors, and members of principal board committees were: Senior Officers Name Rafael P. Perez Cynthia L. Polich Martiniano J. Perez John W. Kelly Robert W. Oberrender Title Chief Executive Officer President Chief Financial Officer Vice President, Tax Services Treasurer Board of Directors Name Joseph L. Caruncho Peter J. Clarkson Rafael P. Perez Cynthia L. Polich Scott E. Theisen Location Miami, Florida Minnetonka, Minnesota Miami, Florida Minnetonka, Minnesota Minnetonka, Minnesota The Company was a member of an insurance holding company system. Its latest holding company registration statement was filed with the State of Florida as required by Section 628.801, F.S., and Rule 69O-143.046, Florida Administrative Code (F.A.C.), on March 25, 2013. - 3 -
An abbreviated organizational chart reflecting a holding company system is shown below. Medica HealthCare Plans, Inc. Abbreviated Organizational Chart December 31, 2012 UnitedHealth Group Incorporated United HealthCare Services, Inc. UnitedHealthcare, Inc. UnitedHealthcare of Florida, Inc. Neighborhood Health Partnership, Inc. PHC Subsidiary Holdings, LLC PHC Holdings of Florida, Inc. Citrus Health Care, Inc. Preferred Care Partners Holding Corp. Preferred Care Partners, Inc. Medica Health Plans of Florida, Inc. Medica HealthCare Plans, Inc. - 4 -
The following agreements were in effect between the Company and its affiliates: Management Services Agreements The Company provided management and administrative services to MHPFL in accordance with a services agreement effective July 1, 2006 in return for fees of $400,000 in 2008 and $300,000 per year in years 2009 through 2012. The agreement was terminated effective December 14, 2012. UHS provided management and operational support services to the Company pursuant to a December 14, 2012 management services agreement. Fees under the arrangement were based on expenses for services provided solely to the Company and were payable monthly. Tax Allocation Agreement Effective April 30, 2012, the results of the Company s operations were included in the consolidated federal income tax returns of UHG pursuant to a tax allocation agreement. In accordance with the agreement, federal income taxes of the group were allocated to the Company as if it were filing on a separate return basis with credit given for the tax benefit of any net operating losses, capital losses, and tax credits to the extent they reduced the consolidated federal income tax liability. Ancillary Services Agreements Medical Transportation Services, LLC provided non-emergency transportation services to the Company s members in return for per member per month fees in accordance with an August 1, 2005 agreement in return for fees of $1.6 million, $2.0 million, $2.5 million, $3.9 million, and $4.6 million in years 2008 through 2012, respectively. - 5 -
Ultima Rx, LLC provided pharmacy and over the counter services to the Company s members pursuant to a May 1, 2010 agreement in return for $1.1 million, $2.9 million, and $3.4 million in years 2010 through 2012, respectively. FIDELITY BONDS AND OTHER INSURANCE As an individual practice association (IPA) model HMO, the Company maintained an adequate amount of professional liability insurance and required its providers to maintain appropriate levels of medical malpractice insurance or its equivalent in compliance with Florida Statutes, as required by Rule 69O-191.069, F.A.C. The policies provided for the Office to receive written notification of any reduction, cancellation, non-renewal or termination of required coverage. In addition, the Company was a named insured on a crime policy of UHG in the amount of $25 million which satisfied the requirement of Section 641.22(7), F.S. PENSION, STOCK OWNERSHIP AND INSURANCE PLANS Effective August 2012, the Company had no employees and UHS performed functions on behalf of the Company. UHS provided various benefits to eligible employees including medical, dental, and vision insurance; and participation in 401(k) savings and employee stock purchase plans. - 6 -
TERRITORY AND PLAN OF OPERATION The Company provided Medicare Advantage and Medicare Part D prescription drug coverage to Medicare members pursuant to an agreement with the Centers for Medicare & Medicaid Services. The Company marketed its products primarily through radio, television, billboard, and newspaper advertising. It held a current health care provider certificate issued by the Florida Agency for Health Care Administration pursuant to Part III of Chapter 641, F.S., valid until August 19, 2014. As an IPA model HMO, there were 35,821 Medicare members as of December 31, 2012. The Company was authorized to conduct business in the Florida counties of Broward and Miami-Dade. COMPANY GROWTH The Company reported the following for years 2008 through 2012: 2008 2009 2010 2011 2012 Member months Year-end enrollment (In millions) 142,506 191,174 12,453 17,483 315,861 28,497 415,579 36,286 424,215 35,821 Premiums $ 172.1 $ 258.4 $ 395.2 $ 538.9 $ 554.8 Revenues $ 172.1 $ 258.4 $ 395.2 $ 538.9 $ 554.3 Underwriting deductions $ 167.4 $ 243.6 $ 392.6 $ 554.8 $ 568.1 Net income (loss) $ 2.0 $ 10.1 $ 2.1 $ (11.7) $ (8.4) Stockholder dividends $ - $ 2.0 $ 5.0 $ - $ - Paid in surplus received $ - $ - $ - $ - $ 13.1 Admitted assets $ 28.2 $ 41.5 $ 51.0 $ 60.3 $ 84.9 Liabilities $ 22.4 $ 29.6 $ 44.3 $ 65.7 $ 63.5 Capital and surplus (deficit) $ 5.8 $ 11.8 $ 6.7 $ (5.3) $ 21.3-7 -
REINSURANCE The Company maintained stop loss reinsurance with RGA Reinsurance Company. The reinsurance covered 90% of specified health care services in excess of $225,000 up to a maximum of $2,000,000 per member per year. SURPLUS NOTES At December 31, 2012, the Company was obligated for 3% surplus notes in the total amount of $10 million. The notes were approved by the Company s board of directors and the Office, and complied with the requirements of Rule 69O-191.088, F.A.C. In accordance with Section 641.19(19), F.S., and Statement of Statutory Accounting Principles No. 41, the debt was included in the Company s surplus. STATUTORY DEPOSITS The Company maintained on deposit with the Office an insolvency protection deposit of $1,000,000 in accordance with Section 641.285, F.S., and a Rehabilitation Administrative Expense Fund deposit of $10,000 in accordance with Section 641.227, F.S. - 8 -
Medica HealthCare Plans, Inc. Admitted Assets, Liabilities, and Capital and Surplus December 31, 2012 Per Examination Per Admitted Assets Company Adjustments Examination Properties held for the production of income $ 5,415,951 $ - $ 5,415,951 Cash, cash equivalents and short-term investments 57,993,751-57,993,751 63,409,702-63,409,702 Investment income due and accrued 5,000-5,000 Uncollected premiums and agents' balances 8,652,163-8,652,163 Amounts receivable relating to uninsured plans 5,277,364-5,277,364 Current income tax recoverable 6,008,193-6,008,193 Health care and other amounts receivable 1,050,224-1,050,224 Aggregate write-ins for other than invested assets 472,883-472,883 Total admitted assets $ 84,875,529 $ - $ 84,875,529 Liabilities Claims unpaid $ 54,437,777 $ - $ 54,437,777 Accrued medical incentive pool and bonuses 650,951-650,951 Unpaid claims adjustment expenses 980,146-980,146 Aggregate health policy reserves 473,571-473,571 Premiums received in advance 822,760-822,760 General expenses due or accrued 3,322,396-3,322,396 Amounts due to parent, subsidiaries and affiliates 1,706,012-1,706,012 Liability for amounts held under uninsured plans 1,154,544-1,154,544 Total liabilities 63,548,157-63,548,157 Capital and Surplus Common capital stock 21-21 Preferred capital stock 85-85 Gross paid in and contributed surplus 32,191,998-32,191,998 Surplus notes 10,000,000-10,000,000 Unassigned funds (deficit) (20,864,732) - (20,864,732) Total capital and surplus 21,327,372-21,327,372 Total liabilities, capital and surplus $ 84,875,529 $ - $ 84,875,529 FINANCIAL STATEMENTS - 9 -
Medica HealthCare Plans, Inc. Statement of Revenue and Expenses (As reported by the Company) Year Ended December 31, 2012 Net premium income $ 554,766,508 Change in unearned premium reserves (473,571) Total revenue 554,292,937 Hospital and medical benefits 272,518,809 Other professional services 83,663,833 Outside referrals 32,727,314 Emergency room and out-of-area 27,336,676 Prescription drugs 114,213,951 Incentive pool, withhold adjustments and bonuses 1,029,587 531,490,170 Net reinsurance recoveries 3,287,090 Total hospital and medical 528,203,080 Claims adjustment expenses 10,901,608 General administrative expenses 28,962,098 Total underwriting deductions 568,066,786 Net underwriting gain (loss) (13,773,849) Net investment gains 560,493 Aggregate write-ins for other income or expenses (59,929) Income (loss) before federal income tax (13,273,285) Federal income tax (4,905,687) Net income (loss) $ (8,367,598) - 10 -
Medica HealthCare Plans, Inc. Statement of Changes in Capital and Surplus Five Years Ended December 31, 2012 Capital and surplus - December 31, 2007 $ 5,986,005 Net income 1,998,751 Change in net unrealized capital gains (72,137) Change in net deferred income tax 687,821 Change in nonadmitted assets (1,309,684) Change in surplus notes (1,528,000) Paid in capital and surplus received 23,985 Capital and surplus - December 31, 2008 5,786,741 Net income 10,065,835 Change in net unrealized capital gains (141,686) Change in net deferred income tax (550,688) Change in nonadmitted assets (1,329,185) Paid in capital and surplus received 3,585 Dividends to stockholders (2,000,000) Capital and surplus - December 31, 2009 11,834,602 Net income 2,055,306 Change in net unrealized capital gains (88,385) Change in net deferred income tax (331,820) Change in nonadmitted assets (1,782,100) Paid in capital and surplus received 13,780 Dividends to stockholders (5,000,000) Capital and surplus - December 31, 2010 6,701,383 Net loss (11,746,511) Change in net unrealized capital gains (42,333) Change in net deferred income tax 828,663 Change in nonadmitted assets (2,292,410) Change in surplus notes 1,210,000 Change in paid in capital and surplus (1,700) Capital and surplus - December 31, 2011 (5,342,908) - continued - - 11 -
Medica HealthCare Plans, Inc. Statement of Changes in Capital and Surplus (Continued) Five Years Ended December 31, 2012 Capital and surplus - December 31, 2011 (5,342,908) Net loss (8,367,598) Change in net unrealized capital gains 344,540 Change in net deferred income tax (1,476,452) Change in nonadmitted assets 7,065,982 Surplus notes issued 18,000,000 Mortgage loan forgiven 3,707,196 Paid in capital received 13,116,635 Capital stock issued 11,800 Settlement of surplus note (3,746,869) Sale of investment in subsidiary (1,984,954) 21,327,372 Examination adjustments - Capital and surplus - December 31, 2012 $ 21,327,372-12 -
Medica HealthCare Plans, Inc. Comparative Analysis of Changes in Capital and Surplus December 31, 2012 The following is a reconciliation of capital and surplus between that reported by the Company and as determined by the examination. Capital and surplus, December 31, 2012 - per annual statement Per Company Per Examination Increase (Decrease) In Capital & Surplus Total admitted assets $ 84,875,529 $ 84,875,529 $ - Total liabilities $ 63,548,157 $ 63,548,157 $ - $ 21,327,372 Net change in capital and surplus - Capital and surplus, December 31, 2012 - per examination $ 21,327,372-13 -
SUBSEQUENT EVENTS The Company entered into a subordinated revolving credit agreement with UHG effective January 1, 2013. The agreement provided that the Company could borrow up to $40 million from UHG on a short-term basis payable with interest calculated at the applicable currency one month London InterBank Offered Rate (LIBOR) plus 50 basis points. For the year ended December 31, 2013, the Company reported a net loss of $21.6 million and total premium income of $514.2 million. - 14 -
CONCLUSION The customary insurance examination practices and procedures as promulgated by the NAIC have been followed in ascertaining the financial condition of Medica HealthCare Plans, Inc. consistent with the insurance laws of the State of Florida. At December 31, 2012, the Company s capital and surplus was $21,327,372, and the Company was in compliance with the minimum capital and surplus requirement of Section 641.225, F.S. In addition to the undersigned, the following individuals participated in the examination: Faisal Harianawalla, Financial Examiner/Analyst; Cathy S. Jones, CPA, CFE, Financial Examiner/ Analyst Supervisor; and Richard Tan, Actuary. Respectfully submitted, Stephen Feliu, CFE (Fraud) Financial Examiner/Analyst Florida Office of Insurance Regulation - 15 -